QUARTUS(R) PRIME LICENSE AGREEMENT VERSION 15.1, ALL DISTRIBUTIONS (WEB DOWNLOAD, DVDS) Copyright (C) 1991-2015 Altera(R) Corporation. All rights reserved. "Quartus" is a registered trademark of Altera Corporation in the U.S. and other countries. Any other trademarks and trade names referenced here are the property of their respective owners. Certain files, programs, or other materials provided in connection with the Licensed Software may originate or contain components from Third Party Licensors and are licensed to You pursuant to the terms of the applicable Third Party License appearing upon activation or installation of the Licensed Software, and/or are contained or described in associated release notes, header source files, or other documentation. Any such additional terms, and conditions or restrictions will also be listed in a separate file called "Third Party Licenses document". You agree to carefully review and comply with the terms of such Third Party Licenses. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, AS BETWEEN LICENSEE AND ALTERA, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH THIRD PARTY LICENSES SHALL BE SUBJECT TO PARAGRAPH 11 (DISCLAIMER OF WARRANTIES), PARAGRAPH 13 (LIMITATION OF LIABILITY) AND PARAGRAPH 14 (GOVERNING LAW). ALTERA OFFERS NO WARRANTIES (WHETHER EXPRESS OR IMPLIED); INDEMNIFICATION; AND/OR SUPPORT OF ANY KIND WITH RESPECT TO THIRD PARTY MATERIALS, EXCEPT THAT WE WILL PASS THROUGH TO YOU, IF AND TO THE EXTENT AVAILABLE, ANY WARRANTIES EXPRESSLY PROVIDED TO US BY THIRD PARTY LICENSORS RELATING TO SUCH THIRD PARTY MATERIALS. PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS QUARTUS PRIME VERSION 15.1 STANDARD LICENSE AGREEMENT (THE "QUARTUS AGREEMENT" OR "AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE. BY (A) DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE TO ALTERA; OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU INDICATE YOUR ACCEPTANCE OF THIS QUARTUS AGREEMENT OR THE AGREEMENT BETWEEN YOU AND THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU HAVE ACQUIRED THE LICENSE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS QUARTUS AGREEMENT AND YOUR AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS QUARTUS AGREEMENT WILL GOVERN AND CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS QUARTUS AGREEMENT OR THE TERMS OF ANY THIRD PARTY LICENSES, DO NOT DOWNLOAD, INSTALL, OR USE THE LICENSED SOFTWARE. IF YOU HAVE ALREADY DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL IT AND IRREVOCABLY DESTROY IT AND ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE. IF YOU HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON A DVD OR OTHER MANNER THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE UNUSED TO ALTERA OR THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED THE LICENSE PROMPTLY. 1. Definitions. "Altera" means Altera Corporation, a Delaware corporation with a place of business at 101 Innovation Drive, San Jose, California 95134 U.S.A. including its affiliates and subsidiaries worldwide. "Altera Devices" means programmable logic devices, including field programmable gate arrays ("FPGAs") devices, complex programmable logic devices ("CPLDs"), SoC devices, and/or any other semiconductor devices designed, developed or manufactured by or on behalf of Altera. "Authorized Distributor" means a reseller, OEM, ODM, or any distributor that is authorized by Altera to license the Licensed Software to end users in a valid agreement entered into between Altera and such reseller or distributor. "Checkout License" means a time-limited license granted by Altera associated with an existing Floating License to install and Use the Licensed Software on a single fixed standalone computer for use by a single user. This license shall expire after a specified time as designated by Altera. The total number of Checkout Licenses that may be granted in relation to a single Floating License may not exceed the total number of individual Seats associated with such Floating License. "Concurrent Users" means the number of simultaneous Users accessing the Licensed Software. For example, a 20-use concurrent use license would allow 20 Users to log in and use the Licensed Software at one time, but the 21st User attempting to log in would be blocked and unable to do so until one other User logs out. "Confidential Information" means and includes, but is not limited to: (i) the Licensed Software (whether provided in source code or binary form, including any modifications, derivatives, updates and upgrades thereto) and the algorithms, concepts, techniques, methods, and processes embodied therein; (ii) the Licensed Products and all information and specifications associated therewith; (iii) any business, marketing, technical, scientific or financial information disclosed to Licensee or You by Altera or an Authorized Distributor; or (iv) any information which, at the time of disclosure, is designated in writing as confidential or proprietary, or similar designation, is disclosed in circumstances of confidence, or would be reasonably understood by a person, exercising business judgment, to be confidential. "Designated Equipment" means the computer system that is owned or leased by You and operated on Your premises, and identified by a network interface card ("NIC") or host ID number on which the Licensed Software is installed and Used, and which has the configuration, capacity, operating system version level, and pre-requisite applications described in the Documentation as necessary for the operation of the Licensed Software, and is designated by the NIC/host ID in the License Key as the computer system on which the License Key management software will be installed. "Documentation" means technical data in human or machine readable form furnished by Altera which: (i) provides operating instructions for using the Licensed Software, or (ii) explains the capabilities and functions of the Licensed Software, and any full or partial copies of any such technical data. "Fixed with Companion License" means a license to install: the Licensed Software on a fixed standalone computer for Use by a single User, and (ii) the Licensed Software on up to two companion fixed standalone computers. Under this license, only one Seat may be used by a single User at any given time. "Floating Node Seat" is a license that allows the Licensed Software to be: (i) installed on and accessed from any number of computers on a network environment; (ii) Used by the permitted number of Concurrent Users that is equal to the number of Seats licensed as determined by the License Key; and (iii) Used for the sole purposes of developing, programming, synthesizing, testing and verifying designs for Altera Devices. "Intellectual Property Rights" means all (i) patents, patent applications, patent disclosures and inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, and registrations and applications for the registration for any of them, together with all goodwill associated with any of them; (iii) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications for registration; (iv) trade secrets, know-how and other Confidential Information; (v) waivable or assignable rights of publicity, waivable or assignable moral rights; (vi) unregistered and registered design rights and any applications for registration; (vii) database rights and all other forms of intellectual property, such as data; and (viii) any and all similar or equivalent rights throughout the world. "IP Megafunctions or Components" means one or more design files, including encrypted net lists, RTL, test vectors, simulation models (such as VHDL, Verilog HDL, Quartus simulation, Matlab, Simulink, Verisity Specman, Synopsys Vera, etc.), and other models, which may be provided either as unencrypted source code, or in encrypted netlist or encrypted source code format, that are designed to implement or support the design of at least one logic function into an Altera logic device. "IP Megafunctions or Components" includes any modified versions, or updates thereto as may be provided by Altera, in its sole and absolute discretion, to You under this Agreement. However, for purposes of this Agreement, the term "IP Megafunctions or Components" does not include any software or design files for any MegaCore(R) functions (including the Nios(R) II embedded processor) which are covered by and licensed under a separate MegaCore(R) Agreement. "License Key" means a FlexNet license key, license file, license manager, dongle or other key, code or information provided by Altera that: (i) enables a User to download, install, operate and/or regulate User access to the Licensed Software; and (ii) describes the version number of the Licensed Software and lists the number of Concurrent Users authorized to Use the Licensed Software. "License Period" means the period of time Licensee has Use of the Licensed Software as governed by the License Key. "Licensee" means an individual, corporation or other legal entity to which Altera has issued a Seat. "Licensed Software" means the specific software enabled via the License Key, but does not include Unlicensed Software components, files, or portions specifically identified as not being included, licensed or enabled via the License Key. "Maintenance Expiration Date" is set as twelve (12) months from the latter of date of license/ license renewal and license activation. The Maintenance Expiration date for each seat license is noted in the license key. Further description is provided in Paragraph 12 below. "Seat" means the right granted under this Agreement by Altera or under a license agreement by an Authorized Distributor, to Use the Licensed Software by a single User in accordance with the terms and conditions of this Agreement or an Authorized Distributor's license agreement. A Seat is either a Floating Node Seat or a Fixed with Companion License, which is enabled via a License Key. "Support" means any support or maintenance services provided to Licensee by Altera, an Authorized Distributor, and/or authorized Altera representatives in responding to email, telephone, or other inquiries from You for maintenance, technical, or other support requests in connection with the Licensed Software. "Third Party Licenses" is a separate file, header, or release notes that contains additional terms, conditions or restrictions imposed by Third Party Licensors. Such Third Party Licenses will be identified in a Third Party Licenses Document describing each Third Party License associated with every Altera product. A hyperlink to an Altera database containing the text of all Third Party Licenses may be accessed by clicking on the applicable line in the Third Party Licenses Document. "Third Party Licensors" means and includes any third party that licenses or provides Third Party Materials to Altera. "Third Party Materials" are materials or components included in the download or the DVD, as applicable, that include but are not limited to software, code portions or files owned by Third Party Licensors, and are provided subject to Third Party Licenses. "Unlicensed Software" means any Altera computer programs or code in any format for which Licensee does not hold an active License Key issued by Altera, including but not limited to any non-subscribed or disabled features. "Use" means downloading, installing and copying all or any portion of the Licensed Software into the Designated Equipment for processing the instructions contained in the Licensed Software, and/or loading data into or displaying, viewing or extracting output results from, or otherwise operating, any portion of the Licensed Software. "User" or "You" means each individual identified by Licensee as a person authorized to Use the Licensed Software on behalf of and for the benefit of Licensee. If Licensee is an individual who obtained a Seat for his/her individual use, Licensee and User are and will be one and the same. 2. Grant of License and License Key. 2.1 Grant of License. Subject to and conditioned upon Licensee's compliance with the terms and conditions of this Agreement, Altera hereby grants to Licensee, a personal, perpetual (but subject to termination as otherwise described in this Agreement), worldwide, non-exclusive, non-transferable license with no right to sublicense, to Use under Altera's copyrights and trade secret rights in and to the Licensed Software (and any updates or upgrades thereof for which Licensee has paid a license fee or other applicable fee to Altera or an Authorized Distributor) on the terms and conditions set forth in this Agreement. Licensee may: (i) use the Licensed Software on a single computer (or, if Licensee has purchased a Floating Node Seat, the number of Concurrent Users for which Licensee has obtained licenses from Altera may use the Licensed Software on networked workstations); (ii) use the Licensed Software for the sole purpose of creating, simulating, verifying, placing and routing, and programming designs on logic devices manufactured by Altera and sold by Altera or its Authorized Distributors (although if You have obtained the Licensed Software through Altera's University Program , You are only permitted to use the Licensed Software for educational and academic purposes, and cannot use the Licensed Software for any commercial purposes); (iii) make one copy of the Licensed Software in any computer-readable or printed form for back-up or archival purposes, or as otherwise permitted under this Agreement; and (iv) modify the Licensed Software, provided all Intellectual Property Rights notices (including all copyright and restricted rights notices on the Licensed Software) are included on any modified, merged, or combined portion of the Licensed Software. Any copy of the Licensed Software or portions thereof merged or combined into another program will continue to be subject to the terms and conditions of this Agreement. Licensee's end customers may use Altera's logic devices that have been programmed with the Licensed Software. 2.2 License Key. Altera will deliver the License Key to Licensee after Altera's receipt of all information required to generate the License Key, including the host identification number for the designated equipment onto which You will install the License Key management software. In accordance with its distribution method, Altera may include with the Licensed Software additional Unlicensed Software to which the License Key will not permit access. Inclusion of such Unlicensed Software in no way implies a license from Altera to access or use such Unlicensed Software, and You agree not to access or Use such Unlicensed Software, unless the License Key specifically authorizes such access and Use. 2.3 Transfer of Licensed Software. The Licensed Software may be transferred to a third party, provided such third party agrees in writing to accept the terms and conditions of this Agreement and You notify Altera in writing of the identity of such third party. If You transfer the Licensed Software in accordance with the foregoing, You must: (i) at the same time either transfer all copies or portions thereof, whether in printed or in computer-readable form, to such third party, or (ii) destroy any copies not transferred, including all portions of the Licensed Software contained or merged into another program, and certify the same in writing to Altera. 2.4 Floating Node Seat. If Licensee has purchased a Floating Node Seat, You may also copy the Licensed Software onto another computer (or access it through networked workstations) for use by another User or contractor, but only internally, with any remote access limited solely to such Users or contractors; provided that all Users agree to accept the terms and conditions of this Agreement in writing. 2.5 IP Megafunctions or Components License. IP Megafunctions or Components are provided to You free of charge, in source code form, and You may modify, create derivative works of, and freely distribute any such IP Megafunctions or Components, and any modifications or derivative works thereof, provided that the IP Megafunctions or Components may not be used to program any non-Altera Devices. 3. Delivery of Licensed Software. The Licensed Software will be delivered electronically, and will be accepted upon delivery. 4. Designated Equipment. For all accepted orders, You will provide Altera with the Designated Equipment's host identification number, which Altera will include in the applicable License Key. Any time that the Designated Equipment is inoperative due to malfunction, repair, or maintenance, You may submit a request to change the Designated Equipment and receive a new License Key from Altera at no additional charge. Except for such temporary transfer, You and/or Licensee may not transfer or install the License Key on any other server or relocate the Designated Equipment without prior written consent of Altera. Whenever You receive a new License Key in order to effect a transfer to new Designated Equipment, You will immediately cease to use the Licensed Software under the previously issued License Key. You acknowledge and agree that You will not operate more than the number of seats of the Licensed Software associated with your License Key. 5. Confidential Information. The Confidential Information constitutes trade secrets and confidential and proprietary information of Altera and its licensors, and You and Licensee agree not to access or Use the Licensed Software, directly or indirectly, except and to the extent expressly permitted under this Agreement or by applicable law. Altera and its licensors retain all rights in and to the Licensed Software and Documentation, modifications, derivatives, updates, and upgrades, and all Intellectual Property Rights associated with any of the foregoing. You and Licensee agree not to remove, alter or obscure any copyright, - patent, or other proprietary notices in the Licensed Software or Documentation. No other rights or licenses are granted by implication, estoppel or otherwise, to Licensee, You or any third party. 5.1 With respect to Confidential Information, You and Licensee agree: (a) to use at least the same degree of care as You use with respect to Your own Confidential Information of similar importance, but in no event less than reasonable care, to prevent any Confidential Information from being disclosed to any third party, except as otherwise permitted by this Agreement; (b) not to use or disclose Confidential Information for any purpose except to the extent necessary and for the purpose of programming Altera Devices with the Licensed Software (the "Intended Purpose"); and (c) to restrict the disclosure and possession of Confidential Information solely to those of Licensee's Users, employees and Authorized Contractors with a need to know/need to access for the Intended Purpose, who agree to be bound by written confidentiality agreements no less strict than those this Agreement. Licensee agrees to be liable to Altera for any breaches by Licensee, its Users, employees and Authorized Contractors of the confidentiality obligations in this Section. 5.2 You and Licensee will have no obligations of confidentiality with respect to any Confidential Information to the extent that it is: (a) already in the public domain or falls into the public domain through no breach of this Agreement (or any other obligation to Altera) by Licensee and Authorized Contractors; (b) already rightfully known to Licensee without any obligation of confidentiality; (c) is rightfully obtained by Licensee from a third party; or (d) developed independently by Licensee, its employees or Authorized Contractors without breach of Licensee's obligation of confidentiality under this Agreement. With respect to a disclosure required by order of a court or an authorized government agency, You may disclose Confidential Information, provided: (i) that You give prompt written notice of any such required disclosure to Altera; (ii) You disclose the Confidential Information only to the extent required by such court or governmental agency; and (iii) You provide reasonable assistance to Altera in its efforts to protect the confidentiality of the Confidential Information required to be disclosed. 5.3 Notwithstanding anything in this Agreement to the contrary, You and Licensee agree that Altera may disclose Licensee's identity by name and address, and identify the Licensed Software licensed to Licensee, to the extent required by its agreement with its licensors and Authorized Distributors. 6. Restrictions on Use. You and Licensee may not use, copy, modify, distribute, or otherwise transfer the Licensed Software or any portions thereof, or permit any remote access thereof by any person or entity, except as expressly provided for in this Agreement. You shall not use the Licensed Software to program any device other than Altera Devices. If You or Licensee transfer possession the Licensed Software, or any modifications or portions thereof to another party except as expressly provided herein, this license shall automatically terminate. You and Licensee may not decompile, disassemble, reverse engineer, or otherwise attempt to access the source code of the Licensed Software or reduce it to a human readable form ("Reverse Engineer") except as otherwise permitted by applicable law. In such case, You or Licensee may Reverse Engineer, but only after giving written notice to Altera, and only to the extent permitted by applicable law. You or Licensee may not publish or disclose the results of any benchmarking or testing of the Licensed Software, or use such results for Licensee's own software development activities, without the prior written permission of Altera. 7. No Other Licenses or Intellectual Property Rights. The software code licensed under the Agreement (the "Licensed Software") is protected by copyright law and international treaties. Other than the rights expressly granted to Licensee in the Agreement, Altera and its licensors retain and own all right, title and interest in and to the Licensed Software, including any modifications, derivatives and updates thereof, and all Intellectual Property Rights in all of the foregoing. Nothing in this Agreement shall be construed to: (i) transfer any rights of ownership and/or interest in and to the Documentation and Licensed Software or portions thereof, or any derivative works of the foregoing to You, except as specifically provided in the Agreement; or (ii) enable You to exercise the rights granted herein with respect to the Licensed Software with: (A) products other than Your products; or (B) using the Licensed Software to program any non-Altera Devices. We expressly reserve all other rights in and to the Licensed Software, Documentation, and Intellectual Property Rights not granted to You under this Agreement. You acknowledge and agree that: (i) this Agreement does not grant You or Licensee any right to practice, or any other right at all with respect to any patent of Altera or its licensors, and a separate license agreement from Altera or its licensors is needed to use or practice any patent of Altera or its licensors. You, on behalf of Licensee and its affiliates and subsidiaries, agree not to contend in any context that, as a result of this Quartus Agreement, either Altera or its licensors have any obligation to extend, or You, Licensee, or any other party has obtained any right to, any license, whether express or implied, with respect to any patent of Altera or its licensors, for any purpose whatsoever. 8. Third Party Licensors. The Licensed Software may contain or include Third Party Materials licensed or provided to Altera by third parties (the "Third Party Licensors") which may be subject to additional terms and conditions or restrictions imposed by such Third Party Licensors in a separate license agreement (the "Third Party Licenses"). Such Third Party Licenses will be identified in the Third Party Licenses document describing each such Third Party Licenses associated with every Altera product. A hyperlink to an Altera webpage containing the text of all Third Party Licenses may be accessed at http://dl.altera.com/eula. 9. Term and Termination. The license is effective until terminated by either party, or terminated in accordance with its terms, whichever occurs first. You may terminate it at any time by uninstalling and irrevocably destroying the Licensed Software, including all modifications, copies, and all portions of the foregoing, and certifying to such destruction in a writing signed by an officer of Licensee. Altera may terminate the license if You or Licensee fail to comply with any material term or condition of this Agreement, including but not limited to Licensee's or Your breach of the license rights granted to Licensee in this Agreement, or breach of Licensee's obligations of confidentiality, and may also terminate the license in accordance with the terms of the Agreement. 10. Limited Warranty and Remedies. 10.1 Limited Warranty. For a period of ninety (90) days from the date of Licensee's first receipt from Altera or the Authorized Distributor, as the case may be, of the License Key (the "Warranty Period"), Altera warrants to Licensee that: (i) the Licensed Software will perform substantially in accordance with Altera's Documentation, if used in full compliance with the terms of this Agreement; and (ii) the DVD (if applicable) on which the Licensed Software is installed will be free from defects in materials and workmanship under normal use. This warranty is personal in nature, provided only to Licensee, and is not transferable to Licensee's end users, customers, or to any third party. 10.2 Exceptions to Warranty. During the Warranty Period, (i) Altera (either directly or through its Authorized Distributor) will replace any Licensed Software or DVD not meeting the foregoing warranty which is returned to Altera or the Authorized Distributor with adequate proof of purchase; or (ii) if Altera (either directly or through the Authorized Distributor) is unable to deliver replacement Licensed Software that performs substantially in accordance with Altera's Documentation or a DVD that is free of defects in materials or workmanship, Licensee may terminate this Agreement by either returning to Altera or irrevocably destroying the Licensed Software, and providing the certification described in Paragraph 8 above. Any replacement Licensed Software or DVD will be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer. The foregoing warranty extends only to the Licensed Software in the form delivered by Altera to Licensee, and not to any: (i) modifications not made by Altera or its Authorized Distributor; (ii) misuse, abuse, or use of the Licensed Software in a manner not contemplated by this Agreement; (iii) failure to use compatible Altera Devices as set forth in the Documentation; (iv) Third Party Materials; and (v) any DVD (if applicable) that has been damaged as a result of accident, misuse, or abuse. 11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS QUARTUS AGREEMENT, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE LICENSED SOFTWARE AND/OR SUPPORT PROVIDED BY ALTERA, ITS LICENSORS, OR ANY AUTHORIZED DISTRIBUTOR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. ALTERA, ITS LICENSORS, AND AUTHORIZED DISTRIBUTORS EXPRESSLY DISCLAIM ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, SUCH AS EXPENSES, RECALL COSTS, BUSINESS INTERRUPTION DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOSS OF GOODWILL, LOST PROFITS, LOST SAVINGS, OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE; THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET LICENSEE REQUIREMENTS; OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR- FREE. LICENSEE ALSO ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE LICENSED SOFTWARE. YOUR'S AND LICENSEE'S SOLE REMEDIES AND ALTERA'S, ITS LICENSORS' AND THE AUTHORIZED DISTRIBUTORS' ENTIRE LIABILITY ARE AS SET FORTH ABOVE. Some jurisdictions do not permit the exclusion of implied warranties, so the above exclusion may not apply to You or Licensee, but shall be interpreted to apply to the maximum extent permissible under applicable law. 12. Support Services. After expiration of the Warranty Period, upon payment of the applicable support fee Altera or its Authorized Distributor, as the case may be, Altera or the Authorized Distributor shall: (i) be obligated to provide Support for the Licensed Software (including bug fixes, error corrections and any other updates) made generally available by Altera to licensees that purchase support and maintenance for a period of 12 months from the date of the license purchase or renewal, or the date of the license activation, whichever is later; and (ii) use commercially reasonable efforts to respond by telephone or email to Your inquiries for support for the Licensed Software. Any information collected by Altera or the Authorized Distributor arising from or relating to Your requests for Support, including but not limited to design files compiled using the Licensed Software provided by You or Licensee for purposes of design assistance, enhancement, and troubleshooting, may be used internally by Altera for the purpose of improving future versions of the Licensed Software and developing future products. Any such information will not be disclosed by Altera to any third parties other than its subsidiaries, its Authorized Distributors, its authorized sales representatives, and to You. 13. Limitation of Liability. Under no circumstances shall Altera, its licensors, or an Authorized Distributor be liable to You, Licensee or to any third party in an amount greater than One Thousand Dollars ($1,000.00) or the subscription fee paid by Licensee to Altera or the Authorized Distributor for the Licensed Software covered by this Quartus Agreement. You or Licensee may not sublicense, assign, or transfer the license rights granted herein, or disclose any trade secrets associated with the Licensed Software, except as expressly provided in this Quartus Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void and shall automatically terminate any licenses and rights granted under this Quartus Agreement. 14. Choice of Law/Venue. This Agreement will be governed by the laws of the State of California, United States of America, without reference to its choice of laws provisions. You and Licensee agree to submit to the exclusive jurisdiction of the state and federal courts in the County of Santa Clara, State of California for the resolution of any dispute or claim arising out of or relating to this Agreement. The prevailing party in any legal action, settlement or arbitration arising out of this Agreement shall be entitled to reimbursement for its expenses, including court costs and reasonable attorneys' fees, in addition to any other rights and remedies such party may have. 15. Export Control. You and Licensee shall not transfer any Confidential Information, the Licensed Software, the Documentation or any modifications or portions of any of the foregoing to any U.S. sanctioned or embargoed country, or to nationals or residents of such countries, including but not limited to a foreign national having a last citizenship or permanent residency of Cuba, Iran, Lybia, North Korea, Sudan, or Syria, and/or to any country subject to trade sanctions, as may be revised from time to time; or transfer the Licensed Software to any party where the end use involves hazardous uses, including but not limited to nuclear, chemical, and/or biological weapons, missiles, drones, or space launch systems capable of delivering such weapons. 16. U.S. Government Restricted Rights. You and Licensee acknowledge and agree that all software and software-related items licensed to Licensee by Altera pursuant to this Agreement are "Commercial Computer Software" or "Commercial Computer Software Documentation" as defined in FAR 12.212 for civilian agencies and DFARS 227-7202 for military agencies (as amended) and in the event You are permitted under this Quartus Agreement to provide such items to the U.S. government, such items shall be provided under terms that are at least as restrictive as the provisions of this Quartus Agreement. The Contractor/manufacturer is Altera Corporation, 101 Innovation Drive, San Jose, CA 95134 and its licensors. 17. Assignment. Altera reserves the right to transfer any and all information collected by the TalkBack feature from users of the Licensed Software to a third party in the event that we sell, merge or transfer all or substantially all of our assets related to the Licensed Software to such third party. 18. Access to Information on the ALTERA Cloud Site. If enabled, all users have the ability to view the compile data transmitted by logging into the https://cloud.altera.com ALTERA cloud site with the same user account specified when enabling the Quartus Prime notifications feature. From this site, any users can browse the compile status data, or delete/purge results as they wish. 19. TalkBack(TM) and Problem Reporter Notice, Consent and Opt-Out. 19.1 Information Collected and Transmission of Information. TalkBack is a feature of the Licensed Software that electronically transmits to Altera various data concerning Your Use of the Licensed Software. No actual logic designs or machine-executable binary form of cores used to program an Altera Device that are processed with the Licensed Software will be collected or transmitted with TalkBack. The types of data TalkBack transmits to Altera include: (i) constraint data (location assignments, clock and timing requirement and assignments, and any constraints set via the Quartus PRIME GUI (graphical user interface); (ii) device data (targeted device and family); (iii) compilation data (device, memory and I/O utilization, and time of compilation); (iv) design data (the number of each type of file used, name of top file, intellectual property cores/MegaCore logic functions used, and intellectual property parametrization); (v) Licensed Software tools (synthesis, simulation and timing analysis tools used, and version and build of the Licensed Software); (vi) platform data (operating system, speed and number of processors and main memory); (vii) license file identification number (T-Guard, host ID, NIC ID or C: drive); (viii) GUI activities and Licensed Software errors log data (previous exit status); and (ix) help access data. Altera may correlate the data collected by TalkBack primarily through the FlexNet License Key to determine the identity of Licensee and Users. 19.2 Transmission of Information. TalkBack functions by bundling the collected data resulting from Your Use of the Licensed Software and writing it to html and/or xml files which are electronically transmitted over the internet to Altera by hypertext transfer protocol secure post (https). TalkBack will only maintain up to fifteen (15) files at any given time (i.e., the last five (5) sent files and up to ten (10) unsent files). As new files are created, prior files (whether or not previously transmitted) will be deleted. Each saved file will be less than 500 KB in size and can be viewed as text files found in the temporary directory on Your hard drive (typically in /tmp, c:/temp, or c:\documents and setting\username\local settings\temp). If the https transmission fails, or an internet connection is not available at the time of the attempted transmission, the data is stored as an html and/or xml file. TalkBack will not initiate an internet connection. Once an internet connection is achieved, the https transmission will be attempted again upon re-compilation. Files that have not been successfully transmitted will be named "quartus_talkback*.xml", while successfully transmitted files will be renamed as "sent_quartus_talkback*.xml." The performance of the Licensed Software will not be materially affected by the operation of TalkBack. 19.3 Non-disclosure and Protection of Information Collected; Use of Information. Altera uses the data received through TalkBack in order to continuously improve the Licensed Software and other products, technology and services Altera offers to customers. This information will not be used to send You any sales and marketing communications, and we will only send You such information if You have previously consented to receive such communications. Altera uses all reasonable efforts to maintain the privacy of the data during transmission and after receipt by Altera through firewalls and other commonly available physical and technical security measures. However, due to technological limitations and the transmission of data through internet service providers not under contract with Altera, and the risk of unlawful interceptions and accessing of transmissions and/or data, Altera cannot guarantee, and You and Licensee should not expect, that Licensee's information will be absolutely protected or be maintained with absolute confidentiality at all times. The information collected by the TalkBack feature will not be disclosed to any third parties other than Altera's subsidiaries and the company on behalf of whom You are using the Quartus Prime software (collectively, "Partners"). In addition to disclosures to Altera Partners, Altera may disclose data collected by Talkback related to Licensee and its Users with or without prior notice, when Altera reasonably believes applicable law requires such disclosure, in response to subpoenas or official requests from governmental or administrative agencies, to protect Altera's business or systems, or to respond to an emergency. 19.4 Enabling/Disabling TalkBack. TalkBack will collect and provide certain information to Altera. By downloading, installing, copying or using the Licensed Software, or by paying a subscription fee, You hereby agree that you have been fully informed about the purposes for which your information will be used, and You give Your consent for Altera to use this information both within and outside of the European Union for the purposes described in this TalkBack disclosure notice. You may disable or enable TalkBack by running QTB_INSTALL.EXE located in Licensee's Quartus/bin folder. 19.5 Enabling/Disabling Problem Reporter. Problem Reporter will collect and provide certain information to Altera concerning Your Use of the Licensed Software, in the event of a software crash. No logic designs or machine-executable binary form of cores used to program an Altera Device that are processed with the Licensed Software will be collected or transmitted with Problem Reporter. The types of data Problem Reporter transmits to Altera include: (i) Licensed Software tools (tools used, and version and build of the Licensed Software); (ii) platform data (operating system); and (iii) Licensed Software errors log data (previous exit status). By downloading, installing, copying or using the Licensed Software, or by paying a subscription fee, You hereby agree that you have been fully informed about the purposes for which your information will be used, and You give Your consent for Altera to use this information both within and outside of the European Union for the purposes described in this Problem Reporter disclosure notice. You may disable or enable Problem Reporter at any time by making the appropriate setting in the Quartus Prime "Options > Internet Connectivity" dialog box in the Quartus Prime software graphical user interface. 20. General Terms. This Quartus Agreement is entered into for the benefit of Altera, its licensors and Authorized Distributors, and all rights granted to You and Licensee, and all obligations owed to Altera, its licensors and the Authorized Distributors shall be enforceable by Altera, its licensors and the Authorized Distributors. No modification of this Quartus Agreement will be binding unless in writing and signed by authorized representatives of each party. If any of the provisions of this Quartus Agreement are found to be in violation of applicable law, void, or unenforceable, then such provisions shall be deemed to be deleted from the Quartus Agreement, but the remaining provisions of the Quartus Agreement shall remain in full force and effect. If You have any questions concerning this Quartus Agreement, including questions relating to software maintenance or warranty service, please contact Altera Corporation, 101 Innovation Drive, San Jose, CA 95134. By downloading, installing, copying or using the Licensed Software, or by paying a subscription or other applicable fee, You acknowledge that You have read this Quartus Agreement, understand it, and agree to be bound by its terms and conditions. You further agree that the Quartus Agreement is the complete and entire agreement of the parties with respect to the subject matter hereof. No statements, promises or representations have been made by one party to the other, or are relied upon by either party when entering into this Quartus Agreement. All prior and contemporaneous discussions and negotiations, whether verbal or written, are merged into and superseded by the Quartus Agreement. No entity or person not a party hereto shall have any interest under this Quartus Agreement, or be deemed to be a third party beneficiary of the Quartus Agreement. If the Agreement terminates for any reason, all definitions in this Agreement and the rights, obligations, and restrictions under Paragraphs 1 (Definitions); 5 (Confidential Information; 6 (Restrictions on Use); 7 (No Other Licenses or Intellectual Property Rights); 8 (Third Party Licensors); 10 (Limited Warranty and Remedies); 11 (Disclaimer of Warranties); 13 (Limitation of Liability); 14 (Choice of Law/Venue); 15 (Export Control); 16 (U.S. Government Restricted Rights); 17 (Assignment); and 20 (General Terms) shall survive termination of this Agreement. [END OF QUARTUS PRIME, VERSION 15.1 LICENSE AGREEMENT] MEGACORE(R) FUNCTION VERSION 15.1 LICENSE AGREEMENT Copyright (C) 1991-2015 Altera(R) Corporation. All rights reserved. "Megacore" is a registered trademark of Altera Corporation in the U.S. and other countries. Any other trademarks and trade names referenced here are the property of their respective owners. PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS MEGACORE FUNCTION LICENSE AGREEMENT (THE "MEGACORE AGREEMENT" OR "AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE. BY: (A) DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE TO ALTERA; OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU INDICATE YOUR ACCEPTANCE OF THIS MEGACORE AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THE MEGACORE AGREEMENT AND YOUR AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS MEGACORE AGREEMENT WILL GOVERN AND CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS. Certain files, programs, or other materials provided in connection with the Licensed Software may originate or contain components from Third Party Licensors and are licensed to Licensee pursuant to the terms of the applicable Third Party License appearing upon activation or installation of the Licensed Software, and/or are contained or described in associated release notes, header source files, or other documentation. Any such additional terms, and conditions or restrictions will also be listed in a separate file called "Third Party Licenses Document". You agree to carefully review and comply with the terms of such Third Party Licenses. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, AS BETWEEN LICENSEE AND ALTERA, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH THIRD PARTY LICENSES SHALL BE SUBJECT TO SECTION 5.3 (DISCLAIMER OF WARRANTIES), SECTION 10 (LIMITATION OF LIABILITY) AND SECTION 11.6 (GOVERNING LAW). ALTERA OFFERS NO WARRANTIES (WHETHER EXPRESS OR IMPLIED); INDEMNIFICATION; AND/OR SUPPORT OF ANY KIND WITH RESPECT TO THIRD PARTY MATERIALS, EXCEPT THAT WE WILL PASS THROUGH TO YOU, IF AND TO THE EXTENT AVAILABLE, ANY WARRANTIES EXPRESSLY PROVIDED TO US BY THIRD PARTY LICENSORS RELATING TO SUCH THIRD PARTY MATERIALS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS MEGACORE AGREEMENT OR THE TERMS OF ANY OF ITS THIRD PARTY LICENSES, DO NOT DOWNLOAD, COPY, INSTALL OR USE THE LICENSED SOFTWARE. IF YOU HAVE ALREADY DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL IT AND IRREVOCABLY DESTROY ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE. IF YOU HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON DVD OR OTHER MANNER THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE UNUSED TO ALTERA OR THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED THE LICENSE PROMPTLY. 1. Definitions. "Altera" means Altera Corporation, including its affiliates and subsidiaries worldwide. "Altera Devices" means programmable logic devices, including field programmable gate arrays ("FPGAs") devices or complex programmable logic devices ("CPLDs") structured application specific integrated circuit devices, and/or any other semiconductor devices designed, developed or manufactured by or on behalf of Altera. "Authorized Contractors" means a person, company, or other entity that: (i) provides design, testing, or integration services for Licensee, but such integration services shall be performed solely for implementation within Altera Devices; and who is (ii) is subject to a written confidentiality agreement protecting Altera's Confidential Information with restrictions no less restrictive than those contained in this MegaCore Agreement, and Licensee shall enforce such agreement in the same fashion as it would enforce its own confidentiality agreements of similar importance. Any access to or use of the Licensed Software or the Licensed Product by the Authorized Contractor is subject to the following: (a) such access and/or use shall be for the sole benefit of Licensee; (b) a breach of the MegaCore Agreement or the terms of any other Altera agreement by the Authorized Contractor shall be deemed to be a breach of such agreement(s) by Licensee, and Licensee shall be liable for any acts or omissions of the Authorized Contractor; (c) Licensee shall ensure that in no event will any such Authorized Contractor be a competitor of Altera. "Authorized Distributor(s)" means a reseller, OEM, ODM, or any other distributor that is authorized by Altera to license the Licensed Software in a valid agreement entered into between Altera and such reseller or distributor. "Checkout License" means a time-limited license granted by Altera associated with an existing Floating License to install and Use the Licensed Software on a single fixed standalone computer for use by a single user. This license shall expire after a specified time as designated by Altera. The total number of Checkout Licenses that may be granted in relation to a single Floating License may not exceed the total number of individual Seats associated with such Floating License. "Concurrent Users" means the number of simultaneous users accessing the Licensed Software. For example, a 20-seat concurrent use license would allow 20 users to log in and use the Licensed Software at one time, but the 21st user attempting to check in would be blocked and unable to do so until one other user checks out. "Confidential Information" means and includes, but is not limited to: (i) the Licensed Software (whether provided in source code or binary form, including any modifications, derivatives, updates and upgrades thereto) and the algorithms, concepts, techniques, methods and processes embodied therein; (ii) the Licensed Products and all information and specifications associated therewith; (iii) any business, marketing, technical, scientific, or financial information disclosed to You by Altera or an Authorized Distributor; or (iv) any information which, at the time of disclosure, is designated in writing as confidential or proprietary, or similar designation, is disclosed in circumstances of confidence, or would be reasonably understood by a person, exercising business judgment, to be confidential. "Designated Equipment" means the computer system that is owned or leased by You and operated on Your premises, and identified by a network interface card ("NIC") or host ID number on which the Licensed Software is installed and Used, and which has the configuration, capacity, operating system version level, and pre-requisite applications described in the Documentation as necessary for the operation of the Licensed Software, and is designated by the NIC /host ID in the License Key as the computer system on which the License Key management software will be installed. "Derivative Works" means any derivatives or modifications of the Licensed Software created by You or by a third party on Your behalf, including: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for work protected by topography or mask right, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (iii) for patentable or patented material, any improvements; and (iv) for material protected by trade secret, any new material derived from or employing such trade secret. "Fixed with Companion License" means a license to install: (i) the Licensed Software on a fixed standalone computer for Use by a single User; and (ii) the Licensed Software on up to two companion fixed standalone computers. Under this license, only one Seat may be used by a single User at any given time. "Floating Node Seat" is a license that allows the Licensed Software to be: (i) installed on and accessed from any number of computers on a network environment; (ii) Used by the permitted number of Concurrent Users that is equal to the number of Seats licensed as determined by the License Key; and (iii) Used for the sole purposes of developing, programming, synthesizing, testing and verifying designs for Altera Devices. "Intellectual Property Rights" means all (i) patents, patent applications, patent disclosures and inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, and registrations and applications for the registration for any of them, together with all goodwill associated therewith; (iii) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications for registration; (iv) trade secrets, know-how and other such Confidential Information; (v) waivable or assignable rights of publicity, waivable or assignable moral rights; (vi) unregistered and registered design rights and any applications for registration; (vii) database rights and all other forms of intellectual property, such as data; and (viii) any and all similar or equivalent rights throughout the world. "License Key" means a FlexNet license key, license file, license manager, dongle or other key, code or information provided by Altera that: (i) enables a User to, operate and/or regulate User access to the Licensed Software; and (ii) describes the version number of the Licensed Software and lists the number of Concurrent Users authorized to Use the Licensed Software. "License Period" means the period of time Licensee has Use of the Licensed Software as governed by the License Key. "Licensee" means an individual, corporation or other legal entity to which Altera has issued a Seat of the Licensed Software. "Licensed Software" means (i) the applicable MegaCore Function; (ii) any format test benches (if applicable) and/or suite of test vectors (if applicable); and (iii) the Specification (if applicable) related to the foregoing, and is enabled via the License Key, but does not include Unlicensed Software components, files, or portions specifically identified as not being included, licensed or enabled via the License Key. "Licensed Products" means any Altera Device(s) in which the Licensed Software, in whole or in part (or as modified by Licensee or an Authorized Contractor) are incorporated or implemented pursuant to the provisions of this MegaCore Agreement. "Maintenance Expiration Date" is set as 12 months from the latter of date of license/ license renewal and license activation. The Maintenance Expiration date for each seat license is noted in the license key. Further description is provided in Section 9.1 below. "MegaCore Function" means one or more design files, including encrypted netlists, RTL, test vectors, simulation models (such as VHDL , Verilog HDL, Quartus simulation, Matlab, Simulink, Verisity, Specman, Synopsys, Vera, etc.) and other models, each of which may be provided in either as unencrypted source code or object code formats, or in encrypted netlist or encrypted source code formats, and memory controllers provided in source code format, where each is designed to implement or supports the design of a specific function into an Altera Device, together with any updates Altera may provide to You pursuant to this MegaCore Agreement, except for components, files, or portions that are subject to any license agreement(s) set forth in any Third Party Licenses document or file. "OpenCore Plus Evaluation Mode" means a limited licensing feature offered by Altera that permits free evaluation of a MegaCore Function upon installation and prior to payment of a licensing fee. "Seat" means the right granted under this Agreement by Altera to Use the Licensed Software by a single User in accordance with the terms and conditions of this Agreement or an Authorized Distributor's license agreement. A Seat is either a Floating Node Seat or a Fixed with Companion License, which is enabled via a License Key. "Specification" means technical data in human or machine readable form furnished by Altera which: (i) provides operating instructions for using the Licensed Software, or (ii) explains the capabilities and functions of such items, and any full or partial copies of any such technical data. "Support" means any support or maintenance services provided to Licensee by Altera, an Authorized Distributor, and/or authorized Altera representatives in responding to email, telephone, or other inquiries from You for maintenance, technical, or other support requests in connection with the Licensed Software or the Licensed Products. "Third Party Licenses" is a separate file, header, or release notes that contains additional terms, conditions or restrictions imposed by Third Party Licensors. Such Third Party Licenses will be identified in a Third Party Licenses Document describing each Third Party License associated with every Altera product. A hyperlink to an Altera database containing the text of all Third Party Licenses may be accessed by clicking on the applicable line in the Third Party Licenses Document. "Third Party Licensors" means and includes any third party that licenses or provides Third Party Materials to Altera. "Third Party Materials" are materials or components included in the download or the DVD, as applicable, that include but are not limited to software, code portions or files owned by Third Party Licensors, and are provided subject to Third Party Licenses. "Unlicensed Software" means any Altera computer programs or code in any format for which Licensee does not hold an active License Key issued by Altera, including but not limited to any non-subscribed or disabled features. "Use" means downloading, installing, using and copying all or any portion of the Licensed Software into the Designated Equipment for processing the instructions contained in the Licensed Software, and/or loading data into or displaying, viewing or extracting output results from, or otherwise operating, any portion of the Licensed Software. "User" or "You" means an individual identified by Licensee as a person authorized to Use the Licensed Software on behalf of and for the benefit of Licensee. If Licensee is an individual who obtained a Seat for his/her individual use, Licensee and User are and will be one and the same. 2. Grant of License, Restrictions and Limitations. 2.1. Altera License. Subject to and conditioned upon Licensee's compliance with the terms and conditions of this Agreement, including payment of the applicable license fee (unless You are using the Licensed Software through the OpenCore Plus Evaluation Feature) Altera hereby grants to Licensee a personal, worldwide, non-exclusive, non-transferable, perpetual (but subject to termination as otherwise described in this Agreement), royalty-free license with no right to sublicense under Altera's copyright and trade secret rights embodied in and to the Licensed Software to Use the Licensed Software during the License Period solely to: (a) design with, parameterize, compile, route, and generate programming files and netlists with the Licensed Software, solely for implementation in Altera Devices, provided You have: (i) obtained from Altera a Fixed with Companion License or Checkout License; or (ii) if You have purchased a Floating License, multiple users on networked workstations up to the number of Concurrent Users for which You have obtained licenses from Altera; (b) program Altera Devices with the Licensed Software; (c) exercise the rights granted in Sections (a) and (c) of this Section 2.1 through Authorized Contractors; (d) install the Licensed Software on one (1) or more computers, as specified the Fixed with Companion License, Floating License, or Checkout License (as applicable) You have obtained from Altera. In accordance with the provisions of this Section 2.1 ; (e) Except as otherwise provided in Section 10.2 below, You may manufacture or have manufactured, market, offer for sale, sell, or otherwise distribute or have distributed Your products containing one or more Licensed Software; and (f) Subject to Altera's prior written approval, upon the negotiation of a mutually acceptable agreement and your payment to Altera of license fees and royalties, You may incorporate the Licensed Software within the approved ASIC for a specific project. 2.2 Use Restrictions. No right is granted under this Agreement to use the Licensed Software or any machine-executable, binary form of a core used to design, develop, or program a non-Altera Devices. However, You may port ASIC designs to Altera Devices for the sole purposes of prototyping and verification. Altera specifically disclaims any liability for results obtained when using the Licensed Software to program non-Altera Devices. Additionally, Licensee may not: (i) modify or synthesize any simulation model output files generated from or resulting from the Licensed Software, (ii) use, and shall prevent any third parties or Authorized Contractors from using, the Licensed Software to program programmable logic devices, field programmable gate arrays ("FPGAs"), application specific integrated circuits, application specific standard products, or any other integrated circuit products designed or manufactured by any company or entity other than Altera; (iii) except as otherwise permitted under this Agreement, You may not sublicense or transfer the Licensed Software and any rights granted under this Agreement. If Licensee transfers possession or control of the Licensed Software (including any modifications or portions thereof) or any rights granted under this Agreement to a third party, this license shall automatically terminate without notice; (iv) Licensee may not decompile, disassemble, reverse engineer, or otherwise attempt to access or derive the source code of the Licensed Software, or any algorithms, concepts, techniques, methods or processes embodied therein, or reduce the source code of the Licensed Software to a human readable form ("Reverse Engineer") except as otherwise permitted in this Agreement, or as permitted by applicable law. In such case, Licensee may Reverse Engineer, but only after giving written notice to Altera, and only to the extent permitted by the Agreement or applicable law; and (v) You or Licensee may not publish or disclose the results of any benchmarking or testing of the Licensed Software or portions thereof, or use such results for Licensee's own competing software development activities, without the prior written permission of Altera. 2.3. OpenCore Plus Evaluation License. Notwithstanding anything to the contrary in Section 2.1 above, if You are using the Licensed Software through the OpenCore Plus Evaluation Feature, Your license is more limited than the license granted by Altera in Section 2.1 above. Altera grants to You a temporary, limited, nonexclusive, nontransferable, single Concurrent User right and license to: (a) evaluate the logic designs of Altera Devices by performing the following functions: design entry, timing, place and route, compilation and verification of logic designs for Altera Devices; and (b) evaluate the hardware in Altera Devices by programming the MegaCore Function into such Altera Devices, but only for so long as the Altera Device is continuously connected via a programming cable to a host development computer that is running the Altera development tool programmer software. Otherwise, the Licensed Software will operate for a predetermined amount of time, after which the Licensed Software is automatically disabled and will be inoperable. Certain features and functions of the Licensed Software may be disabled by Altera during the OpenCore Plus evaluation. In no event will Altera be held liable for any damages or losses to You, Licensee or any third-party resulting from the automatic disabling of any MegaCore functions obtained through Altera's Opencore Plus evaluation license. 2.4. Reservation of Rights. Except for the licenses expressly granted to You or Licensee in this Section 2, no other licenses are granted to Licensee or You by implication, estoppel, or otherwise, and all rights not expressly granted to Licensee or You in this Section 2 are reserved by Altera. 2.5. Delivery of Licensed Software. The Licensed Software will be delivered electronically, and will be accepted upon delivery. You may copy the Licensed Software solely for back-up or archival purposes, and may use the Licensed Software over a network. 2.6. License Key. Altera will deliver the License Key to You after Altera's receipt of all information required to generate the License Key, including the product name and quantity of Seats licensed for the designated server or computer onto which You will install the License Key management software. In accordance with its distribution method, Altera may include with the Licensed Software additional Unlicensed Software to which the License Key will not permit access. Inclusion of such Unlicensed Software in no way implies a license from Altera to access or use such Unlicensed Software, and You agree not to access or use such Unlicensed Software, unless the License Key specifically authorizes such access and use. 2.7. Intellectual Property Rights Notices. Any copies of the Licensed Software made by or for Licensee or You shall include all intellectual Property Rights notices. Licensee will not, and shall cause its Authorized Contractors and its customers and/or end users to not remove any Altera Intellectual Property Rights notices from the Licensed Software. Any copy of the Licensed Software or portions thereof, including but not limited to any modified versions, Derivative Works, any portion merged into a design, and/or any design or product that incorporates all or any portion of the Licensed Software, will continue to be subject to the terms and conditions of this Agreement. 2.8. Feedback. If You provide Altera with any comments or suggestions with respect to the modification, correction, improvement, or enhancement of: (i) the Licensed Software or portions thereof; (ii) any Confidential Information disclosed by Altera to You; or (iii) Licensed Products that may embody such Confidential Information (collectively, the "Feedback") then You and Licensee agree to grant and hereby grant to Altera a nonexclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid up right and license under any Intellectual Property Rights You may have in and to the Feedback, including but not limited to the following rights: (a) create Derivative Works of the Feedback; (b) modify, enhance, and customize the Feedback; (c) sublicense the Feedback to Altera licensees and customers; and (d) market, perform, copy, have copied, make, have made, Use, offer to sell, sell, and otherwise distribute Altera's and its sublicensees' products including or embodying Feedback in any manner and via any media Altera chooses. 2.9. No Other Licenses or Grant of Intellectual Property Rights. Except as provided in this Agreement, neither party grants to the other party, either directly or indirectly, by implication, or by way of estoppel, any license or any other right under such party's Intellectual Property Rights. You and Licensee acknowledge and agree that: (i) this Agreement does not grant to Licensee any right to practice, or any other right at all with respect to, any patent of Altera or its licensors, and a separate license agreement from Altera or its licensors is needed to use or practice any patent of Altera or its licensors. Licensee, on behalf of its Users, affiliates and subsidiaries, agrees not to contend in any context that, as a result of this Agreement, either Altera or its licensors have any obligation to extend, or Licensee, its Users or any other party has obtained any right to, any license, whether express or implied, with respect to any patent of Altera or its licensors, for any purpose whatsoever. 3. Ownership and Future Development. 3.1. Ownership of Licensed Software. As between Licensee, You and Altera, You and Licensee acknowledge and agree that Altera and its licensors have and shall have exclusive ownership of all worldwide right, title and interest in and to the Licensed Software and all Intellectual Property Rights and industrial rights associated therewith, including but not limited to enhancements, corrections, improvements, modified versions, or Derivative Works of all the foregoing, in whole or in part, whether developed or co-developed by Altera, or developed or co-developed by Licensee pursuant to this Agreement. To assist Altera in perfecting its ownership rights in and to the intellectual property described in this Section 3.1, You and Licensee agree to assign and hereby assign to Altera all Intellectual Property Rights that You and Licensee may otherwise have acquired in and to the intellectual property described herein, and You and Licensee agree to assist and cooperate with Altera in all reasonable respects in: (a) any actions to establish, transfer, or maintain such ownership rights, including executing any documents associated therewith; and (b) actions of enforcement of such ownership rights. To the extent that any rights You and/or Licensee may have acquired cannot be assigned under applicable law (for example, moral rights), You and Licensee agree to waive and hereby waive any and all rights related to the Intellectual Property Right described in this Section 3.1, including without limitation any and all rights of identification of authorship and any and all rights of approval, restrictions or limitation on use, or subsequent modification. 3.2. Licensee recognizes and acknowledges that Altera is or may be independently developing for commercial use products that may be complementary to or competitive with Licensee's products and may in future independently develop products that may compete with Licensee's products. Nothing in this Agreement shall limit Altera's independent development and marketing or distribution of any products or systems, provided such independent development is accomplished without use of Licensee's confidential information. The existence of this Agreement shall not prevent Altera from undertaking discussions with third parties, including Licensee's competitors. 4. Confidential Information. The Confidential Information constitutes trade secrets and confidential and proprietary information of Altera and its licensors, and You and Licensee agree not to access or Use the Licensed Software or portions thereof, directly or indirectly, except and to the extent expressly permitted under this Agreement or by applicable law. Altera and its licensors retain all rights in and to the Licensed Software, modifications, derivatives, updates, and upgrades, and all Intellectual Property Rights associated with any of the foregoing. No other rights or licenses are granted by implication, estoppel or otherwise, to You, Licensee, or any third party. 4.1. With respect to Confidential Information, You and Licensee agree: (a) to use at least the same degree of care as Licensee uses with respect to its own Confidential Information of similar importance, but in no event less than reasonable care, to prevent any Confidential Information from being disclosed to any third party, except as otherwise permitted by this Agreement; (b) not to use or disclose Confidential Information for any purpose except to the extent necessary and for the purpose of programming Altera Devices with the Licensed Software (the "Intended Purpose"); and (c) to restrict the disclosure and possession of Confidential Information solely to those of Licensee's Users, employees and Authorized Contractors with a need to know/need to access for the Intended Purpose, who agree to be bound by written confidentiality agreements no less strict than those contained in this Agreement. Licensee agrees to be liable to Altera for any breaches by Licensee, its Users, employees and Authorized Contractors of the confidentiality obligations in this Section 4.1. 4.2. You will have no obligations of confidentiality with respect to any Confidential Information to the extent that it is: (a) already in the public domain or falls into the public domain through no breach of this Agreement (or any other obligation to Altera) by You, Your employees and Authorized Contractors; (b) already rightfully known to You without any obligation of confidentiality; (c) is rightfully obtained by You from a third party; or (d) developed independently by You, Your employees or Authorized Contractors without breach of Your obligation of confidentiality under this Agreement. With respect to a disclosure required by order of a court or an authorized government agency, You may disclose Confidential Information, provided: (i) that You give prompt written notice of any such required disclosure to Altera; (ii) You disclose the Confidential Information only to the extent required by such court or governmental agency; and (iii) You provide reasonable assistance to Altera in its efforts to protect the confidentiality of the Confidential Information required to be disclosed. 4.3. Notwithstanding anything in this Agreement to the contrary, Licensee agrees that Altera may disclose Licensee's identity by name and address, and identify the Licensed Software licensed to Licensee, to the extent required by its agreement with its licensors and Authorized Distributors. 5. Limited Warranty and Disclaimer of Warranties. 5.1. Limited Warranty. Unless You are using the Licensed Software through the OpenCore Plus Evaluation Feature (in which case the limited warranty described in this Section 5 will not apply, and the Licensed Software is provided to You on an "AS-IS", "with all faults", and on a "no warranty" basis) Altera warrants that, until the Maintenance Expiration Date (the "Warranty Period"), the Licensed Software will conform to the Specifications in all material respects if used in compliance with the terms and conditions of this Agreement. This warranty is personal to Licensee, and is not transferable to end- user customers or to any third party. If the Licensed Software does not materially conform to its Specifications, You agree to promptly notify Altera in writing of such alleged nonconformance, and provide sufficient details or evidence to allow Altera to reproduce the alleged defect or nonconformance. Altera shall have no obligation to remedy any nonconformance or defect it cannot replicate. During the Warranty Period, Altera may, at Altera's sole option: (i) replace any Licensed Software not meeting the foregoing warranty (either directly or through its Authorized Distributor) provided the Licensed Software is returned to Altera or the Authorized Distributor with adequate proof of purchase; or (ii) if Altera is unable to remedy the defect or nonconformance after reasonable commercial efforts, Altera may elect to refund to Licensee the license fee actually paid for the Licensed Software during the previous twelve (12) months. Any replacement Licensed Software will be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer. Your sole remedy, and Altera's sole obligation for a breach of the warranty in this Section 5.1 shall be replacement or the refund specified in subsections (i) and (ii) above. If Altera refunds the license fee in accordance with subsection (ii) above, Licensee's license and any rights under this Agreement will terminate immediately, and You agree to irrevocably destroy the nonconforming Licensed Software including any copies thereof and portions thereof incorporated into a design or product, and certify in writing to its destruction to Altera. 5.2. The foregoing warranty in Section 5.1 extends only to the Licensed Software in the form delivered by Altera and its Authorized Distributors to Licensee, and not to any: (a) modifications not made by Altera or its Authorized Distributor; (b) misuse, abuse, or use of the Licensed Software outside its Intended Purpose; (c) failure to use compatible Altera Devices as set forth in the Specifications; or (d) Third Party Materials. 5.3. Disclaimer of Warranties. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE OR SUPPORT SERVICES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ALTERA DOES NOT WARRANT THAT THE FUNCTIONS IN THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE LICENSED SOFTWARE FOR ACCURACY, RELIABILITY, OR OTHERWISE. ALTERA EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AND TO THE EXTENT OTHERWISE PROVIDED UNDER THIS AGREEMENT, LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED SOFTWARE AND ANY DESIGN OR PRODUCT IN WHICH THE LICENSED SOFTWARE MAY BE USED, INCLUDING, WITHOUT LIMITATION, ANY LICENSED PRODUCTS. No representation or other affirmation of fact, including but limited to statements regarding capacity, suitability for use or performance of the Licensed Software, whether made by Altera employees or otherwise, shall be deemed to be a warranty for any purpose or give rise to any liability of Altera whatsoever. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to You or Licensee, but shall be interpreted to apply to the maximum extent permissible under applicable law. 6. Third Party Licensors. The Licensed Software may contain or include Third Party Materials licensed or provided to Altera by third parties (the "Third Party Licensors") which may be subject to additional terms and conditions or restrictions imposed by such Third Party Licensors in a separate license agreement (the "Third Party Licenses"). Such Third Party Licenses will be identified in a separate file, header, or release notes, and the Third Party Licenses document describing each such Third Party Licenses associated with every Altera product. A hyperlink to an Altera database containing the text of all Third Party Licenses may be accessed by clicking on the applicable line in the Third Party Licenses document. With respect to the Third Party Materials that are not governed by a separate Third Party License, the Third Party Licensors of such Third Party Materials are intended third party beneficiaries of the terms of this Agreement. 7. Term and Termination. 7.1. Term. This Agreement will commence when you download and install the Licensed Software, and will remain in effect unless terminated by either party, or terminated in accordance with its terms, whichever occurs first. 7.2. Termination. If the Licensed Software is licensed for evaluation purposes as described in Section 2.3, then this Agreement and the rights granted hereunder will automatically terminate in accordance with Section 2.2 above, or upon notice by Altera. Additionally, Altera may terminate this Agreement in accordance with its terms. Licensee may terminate it at any time by uninstalling and irrevocably destroying the Licensed Software, including all modifications, copies, and all portions of the foregoing, and certifying to such destruction in a writing signed by an officer of Licensee. Altera may terminate the license immediately if You or Licensee fail to comply with any material term or condition of this Agreement, including but not limited to Licensee's breach of the license rights granted in this Agreement, breach of Licensee's or Your obligation of confidentiality, or if Licensee: (a) ceases to do business or terminates its business operations; or (b) becomes insolvent or seeks protection under any bankruptcy or liquidation or similar proceedings. 7.3. Effect of Termination. Upon termination of this Agreement for any reason, the licenses and any rights granted under this Agreement shall terminate, and Licensee agrees to irrevocably destroy, and shall cause any Licensee employees and Authorized Contractors to irrevocably destroy, the Licensed Software and all portions thereof in Your and Licensee's possession or under Your or its control (including any portions thereof merged into a design or Licensed Product not already distributed), and certify the same to Altera in writing. You shall not continue to use the Licensed Software or any portion thereof in development after termination of the Agreement, but You may keep a single copy of the Licensed Software solely for archival purposes, or to provide support to end users or customers. 8. Maintenance and Support. 8.1. Unless Licensee has licensed the Licensed Software through the OpenCore Plus Evaluation Feature, Altera will provide support and maintenance for the Licensed Software until the date listed in the license file for a particular MegaCore Function "in the format YYYY.MM" (the "Maintenance Expiration Date"). After expiration of the Warranty Period, upon payment of the applicable support fee Altera or its Authorized Distributor, as the case may be, shall: (i) be obligated to provide Support for the Licensed Software (including bug fixes, error corrections and any other updates made generally available by Altera to licensees that purchase support and maintenance) for a period of 12 months from the date of the license purchase or renewal, or the date of the license activation, whichever is later; and (ii) use commercially reasonable efforts to provide to You fixes to defects in the Licensed Software that cause the Licensed Software not to conform in all material respects with the Specifications that are diagnosed as non-conformances, and are capable of replication by Altera; (iii) provide to You fixes and other updates to the Licensed Software that Altera, in its sole discretion, chooses to make generally available to its licensees without a separate charge; and (iv) respond by telephone or email to Your inquiries for support. 8.2. Exclusions. Altera is not and shall not be obligated to provide any maintenance or support for Licensed Software obtained through the OpenCore Plus Evaluation Feature. Except as described in Section 8.1 above, Altera will not have any obligation to provide any maintenance, support, or training, or to provide any error corrections, updates, upgrades, new versions, other modifications, or enhancements to the Licensed Software, the Altera Devices, or any Licensed Products. Licensee will be responsible, at its own expense, for providing technical support and training to any Licensee customers and any other end users of the Licensed Software or Licensed Products, and Altera will have no obligation to support any of the foregoing. Licensee will be solely responsible for, and Altera shall have no obligation to honor, any warranties that Licensee may provide to Licensee customers or to any other end users of the Licensed Products. 9. Indemnification. 9.1. Subject to the provisions of this Agreement, and provided Licensee has not acquired the Licensed Software through the OpenCore Plus Evaluation License (in which case Altera is not obligated to provide any defense or indemnification), Altera will defend Licensee from and to the extent based on a claim by a third party that the Licensed Software, in the form delivered by Altera or its Authorized Distributor and used by Licensee and You in accordance with this Agreement, infringes a third party's United States or European Union copyright, trade secret or trademark, and will pay any damages finally awarded as a result of the claim or amount agreed to by Altera as part of a settlement, provided that: (i) Licensee notifies Altera promptly in writing of any such claim, and (ii) reasonably cooperates, at Altera's expense, in the defense or settlement of such claim. Altera shall have sole authority to control the defense and all related settlement negotiations, but Licensee shall have the right to be represented by its own attorney, at its sole expense. The foregoing indemnity does not extend to claims resulting from: (a) any modifications of the Licensed Software by a party other than Altera and its Authorized Distributors; (b) use of the Licensed Software outside the scope of the licenses granted under this Agreement; (c) the combination or use of the Licensed Software with other products, software components or systems, to the extent that the claim of infringement results from such combination or use; (d) the use of other than the most recent version of the Licensed Software, if the infringement claim would have been avoided by use of the most recent version of Licensed Software; (e) any requirements specified by Licensee; (f) any unauthorized use of the Licensed Software, to the extent Altera has indicated in the Specifications that third-party licenses may be required to use such Licensed Software; or (g) any third party products, software, components, systems, or materials. 9.2. Remedies. If, in Altera's judgment, the Use and/or licensing of the Licensed Software is likely to be enjoined by a court, Altera shall, at its option and expense (but subject to the terms and conditions of this Agreement) either: (i) procure the right to allow Licensee the continued rights to use the Licensed Software; or (ii) replace or modify the Licensed Software so that it becomes non-infringing, provided that the replacement or modified version substantially meets the Specifications applicable to the original Licensed Software. If Altera is unable, after exercising reasonable commercial efforts, to obtain such license or provide such replacement or modification, Altera may in its sole discretion terminate this Agreement, in which case You and Licensee agree to irrevocably destroy the Licensed Software, including all copies and portions thereof in any form (including any portions thereof merged into a design or a product that has not been distributed), and certify the same in writing to Altera. Altera will refund the license fee paid during the previous one (1) calendar year for such Licensed Software. Upon performance by Altera of the remedies above, the liability of Altera for such alleged infringement shall terminate with respect to all damages arising from or relating to such alleged infringement after the date of Altera's performance. Sections 9.1 and 9.2 of the Agreement state Altera's entire liability, and Your and Licensee's sole and exclusive remedies, with regards to infringement claims. 10. Limitation of Liability. 10.1. OpenCore Plus Evaluation License Limitation of Liability. YOU UNDERSTAND AND AGREE THAT THE LICENSED SOFTWARE MAY BE FUNCTION-, TIME-, OR CLOCK CYCLE LIMITED, AND THEREFORE YOU AND LICENSEE ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL ALTERA BE HELD LIABLE FOR ANY DAMAGES, LOSSES, COSTS, LIABILITIES OR EXPENSES TO YOU OR TO ANY THIRD PARTY ARISING FROM OR RELATING TO THE AUTOMATIC DISABLING OF ANY LICENSED SOFTWARE FUNCTIONS OBTAINED THROUGH THE OPENCORE PLUS EVALUATION LICENSE. 10.2. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ALTERA, ITS LICENSORS OR AUTHORIZED DISTRIBUTORS BE LIABLE TO YOU, TO LICENSEE, OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND OR NATURE INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OR INACCURACY OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT OR USE OF THE LICENSED SOFTWARE, IN WHOLE OR IN PART, UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH LOSSES WERE REASONABLY FORESEEABLE OR ALTERA HAS BEEN ADVISED OF THE POSSIBILITY OF OCCURRENCE OF SUCH DAMAGES. 10.3. Damages Cap. IN NO EVENT SHALL ALTERA'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE LICENSE FEE ACTUALLY PAID BY LICENSEE TO ALTERA FOR THE SPECIFIC LICENSE GIVING RISE TO THE CLAIM FOR THE PRECEDING ONE (1) YEAR PERIOD. 10.4. Failure of Essential Purpose. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION. FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT, TO THE MAXIMUM EFFECT PERMITTED BY APPLICABLE LAW. 10.5. Hazardous Applications and Uses. THE LICENSED SOFTWARE IS NOT INTENDED OR DESIGNED TO BE FAIL-SAFE FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS LIFE SUPPORT, SAFETY OR MEDICAL DEVICE SYSTEMS, NUCLEAR FACILITIES, OR ANY OTHER APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (COLLECTIVELY, "HAZARDOUS APPLICATIONS"). THE LICENSED SOFTWARE IS ALSO NOT DESIGNED OR INTENDED FOR USE WITH ANY APPLICATIONS THAT CONTROL VEHICLES OR AIRCRAFT. LICENSEE AGREES THAT PRIOR TO USING OR DISTRIBUTING ANY SYSTEMS DEVELOPED BY USE OF THE LICENSED SOFTWARE OR THAT INCORPORATE A PORTION OF THE LICENSED SOFTWARE, TO THOROUGHLY TEST SUCH SYSTEMS FOR SAFETY PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE ASSUMES ALL RISK AND LIABILITY FOR ANY HAZARDOUS APPLICATIONS AND USES IN APPLICATONS THAT CONTROL VEHICLES OR AIRCRAFT. 10.6 Altera is willing to enter into this Agreement only in consideration of and in reliance of the terms and conditions contained herein limiting Altera's exposure to liability. Such provisions constitute an essential part of the bargain underlying this Agreement and have been reflected in the consideration hereto. The parties understand and agree that the exclusion of warranties, limitation of liability, and the limitation of remedies allocate risks between the parties as authorized under applicable law. 10.7. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 WILL NOT APPLY WITH RESPECT TO DEATH, SERIOUS BODILY INJURY, OR DAMAGE TO PERSONAL PROPERTY RESULTING FROM A PARTY'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. 11. General Terms and Conditions. 11.1. General Terms. This Agreement is entered into for the benefit of Altera, its licensors, and Authorized Distributors, and all rights granted to Licensee, its Users, and Authorized Contractors, and obligations owed to Altera and the Authorized Distributors, shall be enforceable by Altera, its licensors and the Authorized Distributors. No modification of this Agreement will be binding unless in writing and signed by authorized representatives of each party. If any of the provisions of this Agreement are in violation of applicable law, void, or unenforceable, then such provisions shall be deemed to be deleted from the Agreement, but the remaining provisions shall remain in full force and effect. If You have any questions concerning this Agreement, including questions relating to software maintenance or warranty service, please contact Altera Corporation, 101 Innovation Drive, San Jose, CA 95134. 11.2. By downloading, installing, copying or using the Licensed Software, or by paying a license or other applicable fee, You acknowledge that You have read this Agreement, understand it, and agree to be bound by its terms and conditions. You further agree that the Agreement is the complete and entire agreement between You and Altera with respect to the subject matter hereof. No statements, promises or representations have been made by one party to the other, or are relied upon by either party when entering into this Agreement. All prior and contemporaneous discussions and negotiations, whether verbal or written, are merged into and superseded by the Agreement. No entity or person not a party hereto shall have any interest under this Agreement, or be deemed to be a third party beneficiary thereof. 11.3. Audit Rights. Licensee agrees to keep complete and accurate books and records which confirm its compliance with the terms and conditions of this Agreement. Altera shall have a right to audit Licensee's facilities and records, provided that such audit: (a) shall be conducted at reasonable times, upon reasonable prior written notice; (b) shall not unreasonably interfere with Licensee's normal business operations. This Section 11.3 shall survive for three (3) years after expiration or termination of this Agreement. 11.4. No Assignment. The license and rights granted to Licensee hereunder are personal in nature. Licensee may not sublicense, delegate, assign, or otherwise transfer this Agreement or any of the rights or obligations contained therein. Any attempt to do so will be void and shall have no force and effect, and shall immediately terminate all licenses and rights granted under this Agreement. Without limiting the foregoing, in the event of a merger, reorganization, or change in control of fifty percent (50%) or more of Licensee's equity or voting interest ("Change of Control") no transfer or assignment (including but not limited to by operation of law) of this Agreement may be made without Altera's prior written consent, which may be withheld at Altera's sole discretion. 11.5. Export Control. The Licensed Software, technical data, any products developed with or utilizing the Licensed Software, Confidential Information, or any modifications or portions thereto (collectively, the "Exported Software") is subject to U.S. and may be subject to non-U.S. export control laws and regulations. Licensee may not export, re-export, transfer or otherwise distribute the Exported Software, in violation of the export control laws and regulations of U.S. or non-U.S. laws and regulations, as may be amended from time to time. It is Licensee's responsibility, at its sole expense, to obtain all approvals, licenses and consents required from any government entity prior to any export or re-export of the Exported Software for any reason. 11.6. Governing Law/Venue. This Agreement will be governed by the laws of the State of California, United States of America, without reference to its choice of laws provisions. Licensee agrees to submit to the exclusive jurisdiction of the state and federal courts in the County of Santa Clara, State of California for the resolution of any dispute or claim arising out of or relating to this Agreement. The prevailing party in any legal action, settlement or arbitration arising out of this Agreement shall be entitled to reimbursement for its expenses, including court costs and reasonable attorneys' fees, in addition to any other rights and remedies such party may have. 11.7. U.S. Government Restricted Rights. Licensee acknowledges and agrees that all software and software-related items licensed by Altera pursuant to this Agreement are "Commercial Computer Software" or "Commercial Computer Software Documentation" as defined in FAR 12.212 for civilian agencies and DFARS 227-7202 for military agencies (as amended) and in the event Licensee is permitted under this Agreement to provide such items to the U.S. government, such items shall be provided under terms that are at least as restrictive as the provisions of this Agreement. The Contractor/manufacturer is Altera Corporation, 101 Innovation Drive, San Jose, CA 95134. 11.8. Survival. If the Agreement terminates for any reason, all definitions in this Agreement and the rights, obligations, and restrictions under Sections 1 (Definitions); 2.3 (Reservation of Rights) 2.6 (Intellectual Property Rights Notices); 2.9 (No Other Licenses or Grant of Intellectual Property Rights); 3 (Ownership and Future Development); 4 (Confidential Information); 5.3 (Disclaimer of Warranties); 6 (Third Party Licensors); 7.3 (Effect of Termination); 9 (Indemnification); 10 (Limitation of Liability); and 11 (General Terms and Conditions) shall survive termination of the Agreement. [END OF MEGACORE FUNCTION V. 15.1 LICENSE TERMS AND CONDITIONS] =================================================================== THIRD-PARTY LICENSES NOTE: The following third-party licenses and notices represent each third-party contributor's use requirements for Your usage of any third- party software incorporated into or provided in conjunction with the Altera product(s) licensed under the Altera Software License Agreement ("Agreement"). The provisions contained in each such license apply only to the respective Third-Party Components (as such term is defined in the Agreement) and not to any Altera products licensed to You. Quartus Prime THIRD-PARTY LICENSES ------------------------------------------------------------------ 1. Liberation Fonts 2.00.1 (SIL Open Font License, Version 1.1) 2. Alphanum 1.0 (libpng/zlib License) 3. AngularJS 1.0.8 (MIT License) 4. AngularJS 1.2.0 (MIT License) 5. Apache Xerces C++ 2.6 (Apache v. 2.0 license) 6. autopep8 0.9.7 (MIT License) 7. Base64 decoder 1.0 (Zlib License) 8. boost 1.53.0 (MIT-style License) 9. Bootstrap components for AngularJS 0.10.0 (MIT License) 10. Bootstrap components for AngularJS 0.6.0 (MIT License) 11. Bottle 0.12.7 (MIT License) 12. buddy 2.2 (BSD-style License) 13. bwidget 1.4.1 (BSD-style License) 14. Cajun 2.0.1 (3 Clause BSD License) 15. CherryPy 3.5.0 (3 Clause BSD License) 16. Cygwin 1.7.32 (GPL v. 3.0) 17. D3.js: Data-Driven Documents 2.10.3 (3 Clause BSD Licens) 18. D3.js: Data-Driven Documents 3.0.0 (3 Clause BSD Licens) 19. Django 1.6 (3 Clause BSD License) 20. Editline Library (libedit) 0:42:0 (NetBSD License) 21. Eigen3 3.2.1 (Mozilla Public License Version 2.0) 22. Flake8 2.1.0 (MIT License) 23. GD 2.0.34 (BSD-style License) 24. Google Mock and Google Test 1.7 (BSD 3 Clause License) 25. gzip 1.3.12 (GPL v. 2.0 License) 26. HTTP-Parser 2.1 (MIT License) 27. IBM.ICU 4.4.2 (IBM ICU License and additional Third Party terms) 28. ICU 3.4 (IBM License and additional third party terms) 29. INCR TCL 4.0 (BSD-Style License) 30. javasysmon 0.3.5 (BSD 2 Clause License) 31. jdbc sqlite 20120209 (Apache v. 2.0 license) 32. jpeg 6b (Indedendent JPEG Group License) 33. jQuery 1.9.1 (MIT License) 34. jQuery UI 1.10.2 (MIT License) 35. jQuery UI Layout Plug-in 1.3.0.rc30.79 (MIT License, GPL v.3 License) 36. JRE Java SE 6 (Oracle Binary Code License) 37. LIBCURL 7.36.0 (MIT/X Derivative License) 38. Libelf 0.8.10 (LGPL v. 2.1 License) 39. Liberty Parser 2.6 (SYNOPSYS Open Source License Version 1.0) 40. libpng 1.2.18 (Libpng License) 41. lpsolve 5.5.0.10 (LGPL v 2.1 License) 42. make 3.81 (GPL v. 2.0 License) 43. McCabe 0.2.1 (MIT License) 44. metis 4.0.1 (GPL v. 2.0 License) 45. MINISAT 2 2.2.0 (MIT License) 46. mongoose 3.8 (MIT License) 47. Normalize.css 2.1.3 (MIT License) 48. OpenSSL 1.0.1h (BSD-style License) 49. OpenSSL 1.0.1m (BSD-style License) 50. Peewee 2.1.6 (MIT License) 51. pep8 1.4.6 (MIT License) 52. Perl 5.8.8 (GPL v. 1.0 or the Artistic License) 53. PicNet Table Filter (MIT License) 54. Protobuf 2.5.0 (BSD 3 Clause License) 55. psutil 1.2.1 (3 Clause BSD License) 56. pyflakes 3.2.2 (MIT License) 57. Python 3.3.0 (PSF License for Python 3.3.0) 58. pyzeromq 14.0.0 (Modified BSD License) 59. Requests 2.3.0 (Apache v. 2.0 license) 60. setuptools 2.0 (PSF or ZPL License) 61. superlu 2.2.0 (BSD 3 Clause License) 62. systemc 2.1 (SystemC Open Source License v. 3.3) 63. Tablelist 5.5 (MIT style license) 64. TableSorter 2.7.3 (MIT License, GPL v. 3.0 Licenses) 65. tbb 4.2.2 (GPL v.2.0 License) 66. TCL-TK 8.6 (BSD-style License) 67. tcldom 3.0 (BSD Style License) 68. tcllib 1.11 (BSD 4 Clause License) 69. tclsoap 1.6.7 (MIT License) 70. tclxml 3.2 (BSD style License) 71. TinyXml 2.6.2 (zlib License) 72. tktable 2.10 (Tcl/Tk license) 73. TLS 1.6 (BSD License) 74. Tufao 0.8 (LGPL v. 2.1 License (library) (documentation and examples under MIT License)) 75. 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JGoodies Binding 2.0.6 (BSD 3 Clause License) 7. binutils 2.24 (GPL v. 2 License) 8. boost 1.38.0 (MIT-style License) 9. castor 1.0.3 (Apache v. 2.0 and Intalio BSD-style Licenses) 10. castor 1.2 (Apache v. 2.0 and Intalio BSD-style Licenses) 11. checker-framework 1.8.7 (GPL v. 2 License) 12. checkstyle 4.2 (LGPL v. 2.1 License) 13. cli 1.1 (Apache v. 2.0 License) 14. cobertura 1.8 (GPL v. 2 License) 15. commons-beanutils 1.6 (Apache v. 1.1 License) 16. commons-collection 3 (Apache v. 2.0 License) 17. commons-digester 1.5 (Apache v. 1.1 License) 18. commons-lang 3.1 (Apache v. 2.0 License) 19. commons-logging 1.1 (Apache v. 2.0 License) 20. commons-logging 1.2 (Apache v. 2.0 License) 21. commons-pool 1.2 (Apache v. 2.0 License) 22. DockingFrames 1.1.2p12c (LGPL v. 2.1 License) 23. eclipse-cpp-kepler-SR2 4.3.2 (Eclipse Public License v 1.0) 24. expat 2.0.1 (MIT License) 25. expat 2.1.0 (MIT License) 26. explicitlayout 3.0 (LGPL v. 2.1 License) 27. forms_rt 6.0 (Apache v. 2.0 License) 28. gcc 4.9 (GNU Free Documentation v. 1.2 GPL License) 29. gdb 7.7 (GPL v. 2 License) 30. gmp 5.0.5 (LGPL v. 3 License) 31. gnu 1.2.5 (GPL v. 2 License) 32. guava-libraries 15.0 (Apache v. 2.0 License) 33. hamcrest 1.3 (BSD 3 Clause License) 34. jacl 1.3.2a (Jacl Software License) 35. jacoco 0.6.3 (Eclipse Public License v 1.0) 36. jaxb-ri 2.2.7 (CDDL v. 1.1; GPL v. 2 Classpath Exception) 37. jaxb-xew-plugin 1.4 (LGPL v. 3 License) 38. jaxb2-basics-annotate 1.0.1 (BSD 2 Clause License) 39. jaxb2-basics-tools 0.9.0 (BSD 3 Clause License) 40. jaxen 1.1.1 (BSD 3 Clause License) 41. jaxen 1.1.6 (BSD 3 Clause License) 42. jaxen 1.3 (BSD 4 Clause License) 43. jcommon 1.0.16 (LGPL v. 3 License) 44. JDOM 1 (BSD-style License) 45. 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OpenCL 1.1 (MIT License) 66. powermock 1.5 (Apache v. 2.0 license) 67. quickserver 1.4.7 (LGPL v.2.1 License) 68. stlport 7.1 (Stlport License) 69. swingworker 3 (MPL v. 1.1 and LGPL v. 2.1 Licenses) 70. symphony 5.4.5 (Eclipse Public License v. 1.0) 71. systemc 2.2.0 (SystemC Open Source License v. 3.3) 72. velocity 1.4 (Apache v. 2.0 License) 73. wraplf 0.2 (Apache v. 2.0 License) 74. xalan 1.2.2 (Apache v. 2.0 License) 75. xerces 2.3.0 (Apache v. 1.1 License) 76. xmlbeans 2.2.0 (Apache v. 2.0 License)